Terms and Conditions for Annual Restricted Stock Unit Awards
These Terms and Conditions apply to the grant awarded to you by Interval Leisure Group, Inc. (“ILG”
or the “Company”) pursuant to Section 7 of the Interval Leisure Group 2008 Stock and Annual Incentive Plan
(the “Plan”) of restricted stock units (the “Award”). You were notified of your Award by way of an award notice
(the “Award Notice”).
ALL CAPITALIZED TERMS USED HEREIN, TO THE EXTENT NOT DEFINED, SHALL HAVE
THE MEANINGS SET FORTH IN THE PLAN.
In order for your Award to vest, you must be continuously employed by ILG or any of its Subsidiaries
during the Restriction Period (as defined below). Nothing in your Award Notice, these Terms and Conditions, or
the Plan shall confer upon you any right to continue in the employ or service of ILG or any of its Subsidiaries or
interfere in any way with their rights to terminate your employment or service at any time.
Subject to the Award Notice, these Terms and Conditions and the provisions of the Plan, the Restricted
Stock Units (“RSUs”) in respect to your Award, shall vest and no longer be subject to any restriction (such
period during which restrictions apply is the “Restriction Period”):
Percentage of Total
On the first year anniversary of the Award Date
On the second year anniversary of the Award Date
On the third year anniversary of the Award Date
On the fourth year anniversary of the Award Date
Termination of Employment
Subject to the provisions of your employment agreement, if any, upon the termination of your
employment with ILG or any of its Subsidiaries during the Restriction Period for any reason, any RSUs still
subject to restriction shall be forfeited and canceled in their entirety effective immediately upon such terminat